SEC Form DEFA14A filed by Lam Research Corporation

9/24/25 4:43:13 PM ET

$LRCX

Industrial Machinery/Components

Technology

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DEFA14A 1 ny20050572x5_defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

LAM RESEARCH CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2025 Stockholder Outreach Presentation

Cautionary statement regarding forward-looking statements This presentation and the accompanying discussion contain “forward-looking statements” under U.S. securities laws. Forward-looking statements include any statements that are not statements of historical fact. Examples of forward-looking statements include, but are not limited to: (1) anticipated business, balance sheet, cash flow and financial measures and results and related drivers, including guidance, whether on a GAAP or non-GAAP basis; (2) economic, market, industry and industry segment expectations; (3) product performance and changes in market share or customer demands; (4) our ability to successfully execute business, capital allocation, product and growth plans or strategies, or otherwise deliver value for customers and stockholders; (5) the impact of trade regulations, export controls, tariffs and trade disputes; and (6) the extension of our technology leadership position. Forward-looking statements speak only as of the date they are made and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed, including: business, economic, political and/or regulatory conditions in the consumer electronics industry, the semiconductor industry and the overall economy may deteriorate or change; the actions of our customers and competitors may be inconsistent with our expectations; trade regulations, export controls, tariffs, trade disputes, and other geopolitical tensions may inhibit our ability to sell our products; supply chain cost increases, tariffs and other inflationary pressures have impacted and may continue to impact our profitability; supply chain disruptions or manufacturing capacity constraints may limit our ability to manufacture and sell our products; and natural and human caused disasters, disease outbreaks, war, terrorism, political or governmental unrest or instability, or other events beyond our control may impact our operations and revenue in affected areas; as well as the other factors discussed in our filings with the Securities and Exchange Commission (“SEC”), including specifically the Risk Factors described in our annual report on Form 10-K for the fiscal year ended June 29, 2025. You should not place undue reliance on forward-looking statements. This presentation speak only as of the date of its first use; its availability after such date shall not constitute an express or implied confirmation of any of the statements herein as of any later date, and Lam undertakes no obligation to update any forward-looking statements.

We request your support at the 2025 Annual Meeting Proposal #1 FOR the election of each of the 11 Director nominees Proposal #2 FOR the advisory vote to approve the compensation of our named executive officers, or “Say on Pay” Proposal #3 FOR the approval of the adoption of the Lam 2025 Stock Incentive Plan Proposal #4 FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026 Proposal #5 FOR the approval of an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law Proposal #6 AGAINST the stockholder proposal titled “Realistic Shareholder Ability to Call for a Special Shareholder Meeting,” if properly presented

Key 2025 Annual Meeting themes Vote FOR Election of Directors Our board members possess deep and diverse skills and experience necessary to provide effective oversight. Our Board has an appropriate balance of tenure, backgrounds, skills, and experiences to meet the needs of the Company and the Board. Vote FOR Say on Pay Our program philosophy is to pay for performance with over 90% of the annual incentive program tied to company and individual financial, strategic, and operational performance objectives. Our executive compensation program continues to focus on incentivizing outperformance while remaining competitive relative to market practices. Vote FOR 2025 Stock Incentive Plan Our existing plan is expiring, and we need the new plan to enable us to attract and retain high quality employees and non-employee directors. Equity compensation is an important part of our pay-for-performance compensation philosophy and creates strong alignment of interest between employees, directors and stockholders. Vote AGAINST Stockholder Proposal Our bylaws already provide stockholders with meaningful rights to call a special meeting. Our special meeting requirements align with market practices, strike an appropriate balance, and protect against waste. We have strong and effective corporate governance policies that provide stockholders with meaningful opportunities to engage in Company affairs. The proposal’s request is unnecessary, may be misused, and is not aligned with the long-term interests of the Company and stockholders.

$18.44 billion Revenue $4.15 Diluted earnings per share $2.10 billion Research & Development (R&D) expenses 32.0% Operating margin $6.17 billion Operating cash flows $3.31 billion Share repurchases $1.15 billion Dividends paid Record financial results with continued focus on R&D investments to extend our technology leadershipPerformance overview – fiscal year 2025 *The Company effected a ten-for-one stock split of its common stock in October 2024, all values prior to that time have been restated for comparability.

We focus on outperformance and delivering value to our stockholders Share repurchase $B Dividends per share* SECULAR DEMAND Driving sustainable growth INSTALLED BASE STABILITY Providing foundation for growth Served Available Market EXPANSION Disrupting markets with new technology MARKET SHARE GROWTH Widening lead with new products *Arithmetic average of dividends per share paid during the year, dividends commenced CY’14. The Company effected a ten-for-one stock split of its common stock in October 2024, all values prior to that time have been restated for comparability. Per share amounts rounded to nearest penny

Our board members possess deep and broad skills and experience necessary to provide effective oversight Sohail U. Ahmed Former Senior Vice President and General Manager, Technology and Manufacturing Group Intel Corporation Director since 2019 Age 67 Abhijit Y. Talwalkar Chair Former President and CEO LSI Corporation Director since 2011 Age 61 Michael R. Cannon General Partner MRC & LBC Partners, LLC Retired President of Global Ops Dell Inc. Director since 2011 Age 72 Eric K. Brandt Former Executive Vice President and CFO Broadcom Corporation Director since 2010 Age 63 Ho Kyu Kang Professor, Yonsei University Former Head of Research, Semiconductor R&D Center of Samsung Director since 2023 Age 63 Bethany J. Mayer Former President and CEO Ixia Director since 2019 Age 63 Timothy M. Archer President and CEOLam Research Corporation Director since 2018 Age 58 Jyoti K. Mehra Executive Vice President, Human Resources Gilead Sciences, Inc. Director since 2021 Age 49 John M. Dineen Former President and CEO GE Healthcare Director since 2023 Age 62 Ita M. Brennan Former Senior Vice President and CFO Arista Networks Director since 2024 Age 58 Mark Fields Senior Advisor TPG Capital LP Former President and CEO Ford Motor Company Director since 2024 Age 64 Ages shown as of September 5, 2025

Our Board has good governance, balanced composition and tenure, and is continuously refreshed to ensure effectiveness 2025 key governance changes We amended our bylaws to permit stockholders who have owned, in the aggregate, at least 20% of the outstanding shares of our common stock continuously for at least one year, to call a special meeting of stockholders, subject to certain customary requirements. We have clarified in our disclosures that emerging and evolving areas of risk, such as AI, are included in our enterprise risk management system. Further, we engaged with our Board on our AI risk governance approach and updated our Board on our AI business technology framework. Tenure New perspectives and ideas balanced with benefit of valuable Company and industry experience Composition Broad range of qualifications, skills and experiences, and areas of substantive expertise As shown in director biographies and skills/experiences matrix Refreshment The Board has gained four new independent directors since 2022.

Corporate Scorecard Weighted Achievement (80%) = ( + ) x Element Purpose/Design How Paid Performance metrics Base Salary Provide competitive compensation to attract and retain top talent Cash We seek to ensure that our base salary levels are competitive in reference to peer group practice and market data Annual Incentive Program (AIP) Provide performance-based compensation that is based on the achievement of pre-set annual financial, strategic, and operational objectives aligned with performance Cash Corporate Performance Factor: Non-GAAP Operating Margin Profitability Performance Factor: Non-GAAP Gross Margin Individual Performance Factor Corporate Scorecard: Market Performance and Execution Safety, Quality and Customer Satisfaction Financial Performance Human Capital and Sustainability Corporate scorecard: Market performance and execution Safety, quality and customer satisfaction Financial performance Human capital and sustainability Long-Term Incentive Program (LTIP) Provide competitive compensation, align pay with multi-year stock performance, reward outstanding Company performance, and create long-term stockholder value Market-based performance restricted stock units (PRSUs) Three-year relative total shareholder return (TSR) performance measured by percentile rank; cliff vest 3 years from grant date Capped at 100% of target if absolute TSR is negative Service-based restricted stock units (RSUs) Vest annually and equally commencing on the 1st and continuing through the 3rd anniversary of the grant date Executive compensation designed to pay for performance Individual Performance Factor Individual Achievement (20%) Corporate Modifier 33% 33% 33%

Design Attract and retain top talent Provide competitive compensation Align pay with achievement of business objectives and stock performance over a multi-year period Reward outstanding company performance Create stockholder value over the long-term Program overview Multi-year target opportunity (three-year vesting schedule) 2025 key changes: Adjusted the equity award mix to include Market-based PRSUs and service-based RSUs, eliminating stock options. Revised the TSR performance criteria to measure by percentile ranking relative to the performance index companies. Capped market-based PRSU payouts at 100% of target if the Company's absolute TSR is negative. Long-Term Incentive Program

2025 Lam Stock Incentive Plan We are requesting approval for our new 2025 Stock Incentive Plan to enable us to attract, retain, and reward top talent in the high-demand industries in which we compete for talent, while creating strong alignment of interest between employees and stockholders. Lam’s current 2015 Stock Incentive Plan will expire in November 2025 We are proposing a new 2025 Stock Incentive Plan with a ten-year term Our equity awards are designed to: Support a compensation program that helps us effectively compete for talented employees; Promote our pay-for-performance philosophy; Be aligned with stockholder interests; and Reflect our highly competitive market for talent Our plan aligns with best practices: WHAT WE DO Administrated by independent Compensation and Human Resources Committee Minimum vesting period requirements Stockholder approval required for additional shares Annual limits on outside director awards Responsible plan utilization and administration Stock ownership guidelines Grant performance-based equity to our executives WHAT WE DON’T DO No repricing without stockholder approval No dividends paid on awards before vesting

2025 Lam Stock Incentive Plan highlights KEY TERM SUMMARY Share reserve 96.8 million new shares available for issuance under the 2025 Plan plus shares that remain available for grants under the 2015 Plan immediately prior to the plan expiration, and any shares that would otherwise return to the 2015 Plan Award types Options, restricted stock, restricted stock units, SARs and other awards Fungible share ratio Awards other than stock options and SARs count against the share reserve at a 2:1 ratio Limits on outside director compensation The aggregate annual dollar limit (including total cash and equity compensation) is $1,000,000 for each non-employee director and $1,500,000 for a non-executive Board chair Minimum vesting periods Awards may not vest sooner than the one-year anniversary of the date of grant with certain limited exceptions Awards may provide for earlier vesting in certain circumstances (e.g., death, disability, termination, certain corporate transactions) Recoupment/clawback Subject to Lam’s clawback policy and provisions, applicable sections of Award Agreement, and legal requirements Plan term In effect for ten years unless earlier terminated or suspended by the Board. No incentive stock options may be granted after August 26, 2035 No repricing without stockholder approval Stockholder approval must be obtained prior to reducing the exercise price of any option or SAR No dividend payment on unvested awards If awards provide for dividend payments or dividend equivalent rights, such amounts will be subject to the same vesting restrictions as the underlying award and will be deferred until, and paid contingent upon, the vesting of the underlying award

Stockholder proposal The proposal requests lowering the special meeting threshold from 20% to 10% and removing the one-year holding period requirement. Our Board recommends AGAINST the proposal because: Under our existing bylaws, stockholders have a meaningful right to call a special meeting, which is reasonable and in the best interests of all of our stockholders A 20% ownership threshold appropriately balances the interests of all stockholders and is in line with market practice Our special meeting requirements strike an appropriate balance and protect against waste Eliminating the one-year holding requirement would allow individuals or special-interest stockholder groups with short-term agendas to call a special meeting immediately after purchasing our common stock Stockholders also have the ability to act by written consent for any action required or permitted to be taken at an annual or special meeting of stockholders We have implemented strong and effective corporate governance policies that provide stockholders with meaningful opportunities to engage in Company affairs E.g., independent board and committees, independent board leadership, annual election of directors, director refreshment and evaluation practices, proxy access, majority voting standard, retirement policy, board communication, stockholder right to act by written consent

Global impact

ESG governance Lam’s ESG governance structure and primary responsibilities

10% 97.5% ESG Focus* 2025 goal % to GOAL 2024 progress Top direct supplier ESG compliance 90% 99% Recordable injury rate ≥0.4 0.28 Water savings from 2019 80M gallons 80.6M gallons Hazardous waste to landfill Zero waste to landfill 99.9% Energy savings from 2019 12M kWh 11.7M kWh Volunteer hours 40,000 annually 31,956 hours Scope 1 and 2 reductions from 2019 25% 18.6% reduction Community participation rate 30% 22% Suppliers set SBTs 46.5% 32.7% Renewable electricity (by 2030) 100% 55% Customers set SBTs 83% 9% Scope 3 emissions reduction from use of sold products from 2022 (by 2034) 63.8% per dollar value added New goal Achieving our goals (as of 12/31/24) NOT STARTED ON TRACK ACHIEVED 100% 100% 80% 74% 100% 99.9% 97.5% 10% 55% 0% 0% *A previously stated workplace goal was removed in 2024.

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Recent Analyst Ratings for

$LRCX

Date	Price Target	Rating	Analyst
9/29/2025	$150.00	Hold → Buy	Deutsche Bank
9/23/2025		Overweight → Sector Weight	KeyBanc Capital Markets
9/22/2025	$125.00	Underweight → Equal-Weight	Morgan Stanley
9/2/2025	$92.00	Equal-Weight → Underweight	Morgan Stanley
8/14/2025		Buy	Erste Group
7/31/2025		Buy → Hold	Summit Insights
7/31/2025	$100.00 → $125.00	Buy	TD Cowen
7/10/2025	$115.00	Buy	Goldman

More analyst ratings

SEC Form DEFA14A filed by Lam Research Corporation

9/24/25 4:43:13 PM ET

$LRCX

Industrial Machinery/Components

Technology

Get the next $LRCX alert in real time by email

DEFA14A 1 ny20050572x5_defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

LAM RESEARCH CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2025 Stockholder Outreach Presentation

Global impact

ESG governance Lam’s ESG governance structure and primary responsibilities

Get the next $LRCX alert in real time by email

Recent Analyst Ratings for

$LRCX

Date	Price Target	Rating	Analyst
9/29/2025	$150.00	Hold → Buy	Deutsche Bank
9/23/2025		Overweight → Sector Weight	KeyBanc Capital Markets
9/22/2025	$125.00	Underweight → Equal-Weight	Morgan Stanley
9/2/2025	$92.00	Equal-Weight → Underweight	Morgan Stanley
8/14/2025		Buy	Erste Group
7/31/2025		Buy → Hold	Summit Insights
7/31/2025	$100.00 → $125.00	Buy	TD Cowen
7/10/2025	$115.00	Buy	Goldman

More analyst ratings

SEC Form DEFA14A filed by Lam Research Corporation

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$LRCX

SEC Form DEFA14A filed by Lam Research Corporation

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$LRCX

$LRCX
Press Releases

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$LRCX
Analyst Ratings

Lam Research upgraded by Deutsche Bank with a new price target

Lam Research downgraded by KeyBanc Capital Markets

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$LRCX
Insider Trading

Chief Legal Officer Harter Ava bought $602 worth of shares (9 units at $63.66) and covered exercise/tax liability with 5,270 shares, decreasing direct ownership by 8% to 59,786 units (SEC Form 4)

President and CEO Archer Timothy was granted 118,500 shares and covered exercise/tax liability with 69,365 shares, increasing direct ownership by 5% to 982,075 units (SEC Form 4)

Chief Financial Officer & EVP Bettinger Douglas R was granted 33,435 shares and covered exercise/tax liability with 17,831 shares, increasing direct ownership by 2% to 1,026,983 units (SEC Form 4)

$LRCX
SEC Filings